RnVentory Terms of Service
These Terms of Service govern the use of (i) the services offered by RnVentory, Inc. (“RnVentory” or, the “Company”) at the Company’s website, rnventory.com (the “Site”) or through the Company’s mobile applications (such services, the Site and mobile applications together are herein after collectively referred to as the “Service.”), and (ii) the technology, applications and content made available by the Company and its subsidiaries and affiliates on the Site or through the Company’s mobile applications (collectively “Our Content” and, together with the Service, “Our Properties”). The terms “we,” “us” and “our” refer to the Company and “you” or “your” refers to any person accessing and/or using Our Properties.
THE ARBITRATION AGREEMENT IN SECTION 9 (DISPUTE RESOLUTION; ARBITRATION) OF THESE TERMS OF SERVICE CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND THE COMPANY HAVE AGAINST EACH OTHER ARE RESOLVED. IN PARTICULAR, THE ARBITRATION AGREEMENT WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND THE COMPANY TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF OUR PROPERTIES WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.
1. About The RnVentory Platform
A. Service Connects Medical Professionals and Facilities
The Service is a scheduling and staffing platform that enables hospitals, clinics and medical facilities (“Facilities”) to efficiently schedule their internal Medical Professionals (as defined below) and hire external Medical Professionals to meet their short-term staffing needs. “Medical Professionals” means professionals that provide ancillary services at Facilities including, without limitation, nurses, therapists, technicians. Collectively, Medical Professionals and Facilities are referred to as “Users” in these Terms of Service.
As part of the Service, RnVentory allows independent Medical Professionals to register and make themselves available for hiring by the Facilities to address their short term hiring needs. RnVentory checks the background and experience of such Medical Professionals via third party background check and primary source verifications services and other means. However, each Facility using the Service must decide whether a Medical Professional is suited to its needs. The professional services provided by a Medical Professional (“Medical Services”) are provided solely by the Medical Professionals, and RnVentory itself does not provide or warrant Medical Services.
B. Service Only Provides a Venue
The Service is a platform for enabling connections between Medical Professionals and Facilities for the fulfillment of requests for Medical Services by Facilities from Medical Professionals, but the Company is not responsible for the performance of the Medical Professionals, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Medical Professionals or Facilities, nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Medical Professional or Facility. The Company does not have control over the quality, timing or legality of Medical Services delivered by the Medical Professionals. Company makes no representations about the suitability, reliability, timeliness, or accuracy of the Medical Services requested by Facilities or provided by Medical Professionals identified through the Service, whether in public, private, or offline interactions. The Company does not employ, recommend, endorse or guarantee any Medical Professionals or Facilities. Each User is solely responsible for interacting with and selecting another User, is conducting all necessary due diligence and complying with all applicable laws.
C. Separate Agreement for Medical Services
You acknowledge and agree that by submitting a request for Medical Services or accepting such a request, you enter into an agreement directly with another User. You acknowledge and agree that the Company is not a party to such agreements. The Company disclaims all liability arising from or related to any such agreements between Facilities and Medical Professionals except as related to the Company’s obligation to process payments pursuant to these Terms of Service.
2. Changes to these Terms of Service
These Terms of Service are subject to change by the Company, in its sole discretion, at any time and from time to time (provided that such changes will not be applicable to pending arbitrations). Please regularly check the Site to view the then-current Agreement. When the Company makes changes, a new copy of the Terms of Service will be made available on the Site and any changes will be effective immediately for new users of Our Properties and will be effective fifteen (15) days after providing notice of such changes in accordance with Section 10.3 of these Terms of Service. The Company may also require you to provide consent to the updated Terms of Service in a specified manner before the Company permits your further use of Our Properties. If you do not agree to any change(s) to these Terms of Service, you must stop using Our Properties. Your continued access or use of Our Properties constitutes your consent to be bound by the Terms of Service, as amended.
3. Scheduling And Payment
3.1 Scheduling Appointments
Appointments for Medical Services with Medical Professionals (each, an “Appointment”) can be scheduled through the Service. Only after a request for Medical Services is accepted will you receive a confirmation of the scheduled Appointment time.
3.2 Appointments and/or Recurring
Facilities must specify the number of Medical Professionals being requested through the Service by specifying the number in the request form. A Facility may book a Medical Professional on a recurring, regular basis (a “Recurrent Service”), such as every day, or on certain days every week. The Company will automatically schedule Appointments to occur on future dates indefinitely at the frequency requested by you. The Company cannot guarantee that the same Medical Professional will be scheduled for each recurring Appointment or that Appointments will not be canceled by the Medical Professional. See “Cancellation by Facility” for information on how to cancel Appointments.
3.3 General Payment Terms
Facilities pay for their use of the Service only when they hire an external Medical Professional through the Service. In other words, a Facility’s use of the Service as a scheduling tool for their internal Medical Professionals is free of charge. Facilities will pay the Company a fee for hiring external Medical Professionals through the Service. Such fee is calculated on the basis of the then-current hourly rates for the Medical Professional, which will be made available to the Facilities prior to making an Appointment and the number of hours for which the Medical Services of such Medical Professional are utilized. The Company reserves the right to change the applicable hourly rates from time to time; provided, that the revised rates shall be promptly made available to Facilities’ authorized administrative user and shall be applicable to all Appointments scheduled after the revised rates have been supplied. The hourly rates for any Medical Services performed during an Appointment (the “Appointment Rate”) varies and depends on the experience of each Medical Professional.
3.4 Incidental Expenses
Fees do not include any reimbursement costs or expenses associated with the Medical Services. Payment or reimbursement arrangements for any costs or expenses incurred by the Medical Professionals in addition to the fees must be made between the Facility and the Medical Professional directly. The Company does not reimburse expenses to either the Facility or the Medical Professional.
3.5 Bookings and Service Cancellations
You may cancel any Appointment (subject to Section 3.5b and 3.5c of these Terms of Service) online through the Site or the Company’s mobile application.
a. Recurrent Medical Services. A Facility will be charged for the Recurrent Service upon completion of each of the applicable Appointments or any applicable fees in the event of cancellations.
b. Policy for Appointment Cancellation by a Facility. A Facility may cancel a scheduled Appointment through the Site or the Company’s mobile application subject to the following terms:
· If a Facility cancels more than 2 hours before a scheduled Appointment, there is no cancellation fee.
· If a Facility cancels less than 2 hours but more than 1-hour before the scheduled Appointment start time, the Facility will be responsible for payment of four hours of Medical Service at the applicable Appointment Rate plus a 10% additional charge.
· If the Facility cancels less than 1 hour before a scheduled Appointment, the Facility will be responsible for payment of four hours of Medical Service at the applicable published hourly rate plus a 15% additional charge.
This cancellation policy applies both for one-time Service and Recurrent Service Appointments.
You authorize us to charge your credit card or bank account for the amount of the cancellation fee described above or the full Fee for any Appointment that you do not cancel in accordance with this paragraph, even if the Medical Services are not delivered.
c. Policy for Cancellation by Medical Professional. In the event that a Medical Professional cancels any scheduled Appointment and the Company receives sufficient advance notification of such cancellation, the Company will make the appointment available to other Medical Professionals through the Site and the Company’s mobile application for acceptance. The Company cannot guarantee that a replacement will accept the Appointment, and if no replacement Medical Professional accepts the Appointment, the Facility will not be charged any for that Appointment. You agree to accept Medical Services from any substitute Medical Professional who accepts the Appointment in the event that the scheduled Medical Professional cancels.
3.6 No Refunds
No refunds or credits will be provided once your credit card has been charged, except that at the Company’s sole discretion, refunds or credits may be granted in extenuating circumstances, as a result of specific promotions, or to correct any errors made by the Company.
4. Your Use of The Service
4.1 User Account
In order to use most aspects of the Service, you must register for and maintain an active personal User Service account (“Account”). A Medical Professional must be at least 21 years of age to register an Account. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access or use the Service. If you provide the Company with any information in your Account that is untrue, inaccurate, not current or incomplete, or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has the right to suspend or terminate your Account and refuse any and all current or future use of Our Properties (or any portion thereof). You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by the Company in writing, you may only possess one Account. In creating an Account, you represent that you are not a person barred from using Our Properties under applicable law. You agree not to create any Account or use Our Properties if the Company has previously removed you or banned you from any of Our Properties.
4.2 Information You Provide Us If You Are A Medical Professional
4.3 Information You Provide Us If You Are A Facility
4.4 Electronic Communications
You and the Company use electronic means to communicate, whether you use the Service or send the Company emails, or whether the Company posts notices on the Service or communicates with you via email. For contractual purposes, you: (a) consent to receive communications, including notifications, from the Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
4.5 Network Access and Devices; Updates.
You are responsible for obtaining the data network access necessary to use the Service. Your mobile network’s data and messaging rates and fees may apply if you access or use the Service from your mobile device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Service and any updates thereto. The Company does not guarantee that the Service, or any portion thereof, will function on any particular hardware or devices. In addition, the Service may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. Because Our Properties are evolving, you acknowledge and agree that we may update Our Properties with or without notifying you. You may need to update third-party software from time to time in order to use Our Properties. Any future release, update or other addition to Our Properties shall be subject to the Agreement.
Subject to your compliance with this Agreement, the Company grants you a limited, non-exclusive, revocable, non-sub-licensable and non-transferable license to access and use Our Properties made available to our Users and to reproduce portions of Our Properties available to Users for the sole purpose of using the Service for your personal and internal business use. Any rights not expressly granted herein are reserved by the Company and the Company’s licensors. Any unauthorized use of Our Properties terminates the licenses granted by the Company in the Agreement.
4.7 Use of the Service
You agree to comply with all applicable laws when using Our Properties, and you may only use Our Properties for lawful purposes. You will not in your use of the Service cause nuisance, annoyance, inconvenience, or property damage, whether to the Medical Professional, the Facility or any other party. You will not take any of the following actions with respect to Our Properties: reproduce, distribute, license, resell, copy, reverse engineer, mirror, frame, scrape, data mine, spam, access in an unauthorized manner, interfere with, or use to build competitive or similar products.
Our Properties and all associated rights are the Company’s property or the property of the Company’s licensors. Nothing in these Terms of Service shall convey or grant to you any rights except for the limited license granted above.
You agree that submission of any ideas, suggestions, comments, and proposals to the Company (“Feedback”) is at your own risk and that the Company no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit Feedback. You hereby grant to the Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner all Feedback, and to sublicense the foregoing rights, in connection with the operation, maintenance, and enhancement of Our Properties.
5. Additional Terms for Medical Professionals
For purposes of this Section 5, “you” refers only to Medical Professionals (and no other Users). The following terms apply only to Medical Professionals. You acknowledge and agree to the following terms:
5.1 Confidentiality; Engagement; Representations.
a. You understand and acknowledge that the list of Facilities that use the Service is a legally protected trade secret, compiled through substantial efforts and expense of the Company, with economic value to the Company because of its secrecy. You agree to keep the identity of the Facilities using the Service in strict confidence, and hereby agree not to use any such trade secret information to solicit any of the Facilities for yourself or any other person, firm or corporation during your association with the Company and for one (1) year following the termination of your Account. Nothing in this provision limits your ability to accept jobs or contract with Facilities to provide Medical Services, other than the Facilities referred to you by the Company.
b. You are free to sign an agreement with other referral agencies and to seek and perform work for Facilities not referred by the Company.
c. You represent that you are duly licensed (as applicable) and have the experience, qualifications, and ability to perform each Appointment you accept. You further represent that you shall use your best efforts to perform the Medical Services for any Appointment you have accepted to the satisfaction of the Facility that submitted the request for such Appointment.
5.2 Text Messaging and Telephone Calls.
You represent that any health-care related license numbers (e.g. Registered Nurse license number) (“Licenses”) you provide the Company are valid and in force. You covenant that your License(s) will remain in full force for so long as you make yourself available to provide Medical Services hereunder. You agree to promptly notify the Company and all Facilities that you have agreed to perform future Medical Services for if you: (i) become barred from practicing in any jurisdiction, (ii) lose any of your License(s), or (iii) are facing disciplinary actions. It shall be your sole responsibility to make application for and pay fees for any business licenses, permits and/or Licenses, where required by state or local law, ordinance or regulation, for conducting the Medical Services to be performed by you in any Appointment. The Company shall not be liable for and you agree to indemnify the Company from and against any claims, losses, costs, fees, liabilities, damages or injuries arising out of your failure to obtain or maintain any such license or permit.
5.4 Verify Information.
5.5 No Guarantees; No Reimbursement.
You acknowledge and agree that we do not and cannot guarantee that Facilities will request your Medical Services, that any Facility will engage you to perform Medical Services, or that an Appointment will not be cancelled by the Facility. You further acknowledge and agree that the Company does not and cannot reimburse you for any expenses you incur as a result of your performance of Medical Services or for use of Our Properties.
5.6 Worker Classification and Withholdings
THE COMPANY DOES NOT PERFORM MEDICAL SERVICES AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM SAID SERVICES. The Company is not an employment service or agency and does not secure employment for you. You acknowledge and agree that you will not be entitled to, and hereby elect not to participate in (on either a prospective or retrospective basis), any of the benefits that the Company makes available to its employees, such as group insurance, profit-sharing or retirement benefits (and waive any rights to receive any such benefits).
YOU ACKNOWLEDGE AND AGREE THAT THERE IS NO EMPLOYMENT, PART-TIME EMPLOYMENT, CONSULTING, CONTRACTOR, PARTNERSHIP, OR JOINT VENTURE RELATIONSHIP WHATSOEVER BETWEEN YOU AND US. This Agreement does not create a partnership or agency relationship between you and the Company. No User has the authority to enter into any contracts, whether written or oral, implied or express, on behalf of the Company. You acknowledge that Company does not, in any way, supervise, direct, or control your work performed in any manner. The Company does not set your work hours or location of work. The Company will not provide any equipment, labor or materials needed for a particular Appointment. The Company does not provide any supervision to Medical Professionals.
The Service is not an employment service and the Company is not an employer of any Medical Professional. As such, the Company is not responsible for and will not be liable for any tax payments or withholding, including but not limited to unemployment insurance, social security, disability insurance or any other applicable federal or state withholdings or workers compensation benefits in connection with your use of Services.
You agree to indemnify, hold harmless and defend Company from any and all claims that a Medical Professional was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that you were misclassified as an independent contractor instead of an employee (including, but not limited to, taxes, penalties, interest and attorney’s fees), any claim that the Company was an employer or joint employer of a Medical Professional, any claims under any applicable employment-related laws, such as, without limitation, those relating to employment termination, employment discrimination, harassment or retaliation, as well as, without limitation, any claims for unpaid wages, withholdings, overtime pay, failure to provide meal and rest breaks, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits.
Whenever you are asked to provide ratings of the Facility with whom you have scheduled an Appointment, you agree that all ratings will represent the independent, honest and genuine opinion of the person providing the rating.
5.8 Control of Work
You represent that you have the qualifications, ability, skills and experience to perform all services to be rendered to a Facility without the advice, control or supervision of the Company. You shall be solely responsible for satisfactory performance of Medical Services to be rendered to the Facility and shall receive no assistance, training, direction or control from the Company. You shall have sole discretion and control of the work and the manner in which it is performed with respect to any Medical Services. If you require additional direction or instruction with respect to any Medical Services, you should ask the applicable Facility for assistance.
The Company may provide a Medical Professional with a voluntary orientation session to explain how the Service works should the FAQ and tutorials within the Site not address the questions of the Medical Professional, including its administrative policies and procedures.
5.10 Medical Professional Payment Terms
A. You acknowledge and agree that we may use a third-party payment processor to remit the fees you are owed, if any. You agree to provide your accurate bank account information to our third party payment processor. We will disburse payment for the applicable fees for the Medical Services you rendered to the Facilities every week on Tuesdays. The fees will depend on the number of hours of Medical Services provided and your hourly rate during the previous six days following the previous disbursal of payment to all Medical Professionals who have rendered services to Facilities. Please note that your compensation depends on your experience and will be notified to you for each job posting following the completion of your profile after opening your Account and also when you accept an Appointment. You, and not the Company, are solely responsible for the accuracy of your bank account information, including your bank account number and routing information provided to our third party payment processor. Please note that while using our third party payment processor, you will be subject to such processor’s terms and conditions. The Company disclaims all liability related to errors in fund deposits due to inaccurate or incomplete bank account information.
B IF THE COMPANY IS UNABLE TO COLLECT THE FEES THAT ARE OWED TO YOU, THE COMPANY WILL INFORM YOU IN WRITING. HOWEVER, THE COMPANY HAS NO OBLIGATION TO IMPOSE COLLECTION PROCEDURES ON FACILITIES AND DOES NOT GUARANTEE PAYMENT FROM MEDICAL FACILITIES.
Because the Company is not your employer, the Company will not withhold income or employment taxes, disability insurance, social security taxes or any other deductions required of an employer from the portion of the fees which it pays to you. The Company may use a third party vendor to provide you with a Form 1099 at the end of each year showing all sums paid to you during the year. You shall pay, when and as due at your expense and in your name, any and all taxes incurred as a result of any compensation received for the provision of Medical Services, including self-employment, state and federal taxes. The Company shall not be liable for and you agree to indemnify the Company from and against any claims, losses, costs, fees, liabilities, damages or injuries arising out of your failure to pay any such taxes.
6. Additional Terms for Facilities
For purposes of this Section 6, “you” refers only to Facilities (and no other Users). The following terms apply only to Facilities. You acknowledge and agree to the following terms:
6.1 Requesting an Appointment
To submit a request for an Appointment on Our Properties, you must: (i) login to your Account, from your dashboard (ii) select the ‘Request’ button, (iii) fill out the request form where required and provide as much or as little details about the shift including check-in procedures. A position is not awarded to the Medical Professional until the Facility’s User selects the ‘confirm’ option within the Medical Professional’s profile card.
You acknowledge and agree that the Company does not and cannot guarantee that a Medical Professional will be available to fulfill any of your requests for Appointments. For recurring Appointments, the Company will automatically schedule Appointments to occur on future dates indefinitely at the frequency requested by you. The Company cannot guarantee that the same Medical Professional will be scheduled for each recurring Appointment or that Appointments will not be canceled by the Medical Professional.
6.2 Medical Facility Payment Terms.
A. Payment Method. When you create an Account, you must provide the Company with information necessary to issue an invoice. An invoice may be sent through our third party billing partner (“Payment Provider”) with payment options to pay the current invoice. An invoice will be sent on the 1st and 15th of every month only if you have used the Service to hire an external Medical Professional during the previous fifteen days, which shall be due and payable upon receipt. Please note that if you pay your invoice through the Payment Provider’s service, the Payment Provider’s agreement governs your use of the Payment Provider’ service. You must review that agreement to determine your rights and liabilities. Please note that we cannot control, and disclaim all liability associated with, any fees that may be charged by your bank in relation to our collection of the fees. We reserve the right to suspend the Service if you are delinquent in your payments by more than five (5) business days.
B. Payment Changes. You agree to immediately notify us of any change in your billing information including address. The Company reserves the right, at any time, to change its prices and billing methods, either immediately or upon posting on Our Properties or by email delivery to you.
C. Taxes. You will be liable for all transaction taxes due for the Professional Services provided by Professionals, other than taxes based on the Company’s income. Our charges are net of any applicable Sales Tax (defined below). If any Medical Services or our Service, or payments for Medical Services or our Service, under the Agreement are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to the Company, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify the Company for any liability or expense it may incur in connection with such Sales Taxes. Upon the Company’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this Section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that the Company is permitted to pass to our Users, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
Each Facility assumes all liability for proper classification of any Medical Professional performing Medical Services for such Facility based on applicable legal guidelines. You hereby covenant that all classification decisions with respect to any Medical Professionals will be proper and made in accordance with applicable law.
7. Acceptable User Conduct.
7.1 When accessing or using Our Properties, you agree that you will not, under any circumstances:
• Misrepresent your identity or authority in any way;
• Contact Users for any purpose other than as set forth in the Agreement;
• Solicit any services other than Medical Services through Our Properties;
• Interfere with other Users’ Appointments, Feedback, or interfere with or undermine the working of Our Properties;
• Make available any unauthorized advertising; promotional materials, junk mail, or spam;
• Make available content that is: (i) false, inaccurate, unlawful, defamatory, obscene; (ii) racially, ethnically, or otherwise objectionable; (iii) violates, or encourages any conduct that would violate the Agreement or any applicable laws or regulations or would give rise to civil liability; (iv) promotes hatred, harassment, or harm against and other Users; or (v) promotes illegal or harmful activities;
• Breach or circumvent any laws, third party rights, or our systems, policies, or determinations of your Account status; or
• Interfere with or damage Our Properties, including, without limitation through use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology.
7.2 Violations of this Agreement.
If the Company becomes aware of any possible violations, or if the Company, in its sole discretion, determines that you breached any portion of the Agreement or have otherwise demonstrated conduct inappropriate for Our Properties, the Company reserves the right to:
§ Investigate your behavior, including any possible violations;
§ Refer the matter to, and cooperate with any and all applicable legal authorities;
§ Disclose any information on Our Properties to comply with applicable laws, legal processes or governmental requests;
§ Deactivate your Account and cancel your Appointments without issuing a refund or payment to you;
§ Notify Users you have interacted or transacted with;
§ Enforce the Agreement; and
§ Pursue any other action that the Company deems to be appropriate.
8. Disclaimers; Limitation Of Liability; Indemnity
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, SAFETY, SUITABILITY, OR AVAILABILITY OF OUR PROPERTIES OR THAT THEY WILL BE UNINTERRUPTED OR ERROR-FREE.
8.2 No Liability for Conduct of Third Parties.
YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY, ITS AFFILIATES, AND ITS SUPPLIERS ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE COMPANY, ITS AFFILIATES AND SUPPLIERS LIABLE, FOR THE CONDUCT OF OTHER USERS, AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH USERS RESTS ENTIRELY WITH YOU.
8.3 No Liability for User Interactions.
THE COMPANY, ITS AFFILIATES, AND ITS SUPPLIERS DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USER; AND YOU ACKNOWLEDGE THAT THE COMPANY IS NOT ABLE TO CONTROL OR SUPERVISE YOUR INTERACTIONS OR TRANSACTIONS WITH OTHER USERS OF OUR PROPERTIES. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR SUCH INTERACTIONS OR TRANSACTIONS. THE COMPANY RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO (I) MONITOR ANY SUCH DISPUTE OR (II) UPON YOUR REQUEST, INTERVENE IN SUCH DISPUTE FOR THE PURPOSE OF RESOLVING THE DISPUTE, PROVIDED THAT THE COMPANY WILL NOT BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER ARISING FROM ANY MONITORING OR INTERVENTION OF SUCH ACTIVITIES.
8.4 Quality of Medical Services.
THE QUALITY OF MEDICAL SERVICES REQUESTED THROUGH THE USE OF OUR PROPERTIES IS ENTIRELY THE RESPONSIBILITY OF THE MEDICAL PROFESSIONAL WHO PROVIDES SUCH MEDICAL SERVICES. FACILITIES UNDERSTAND THAT BY USING THE SERVICE, THEY MAY BE EXPOSED TO MEDICAL SERVICES THAT ARE POTENTIALLY HARMFUL, UNSAFE, OR OTHERWISE OBJECTIONABLE, AND THAT USE OF THE MEDICAL SERVICES, AND SUCH MEDICAL PROFESSIONALS, IS AT THEIR OWN RISK.
8.5 Limitation of Liability.
THE COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY LOSS OR DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM YOUR USE OF OR INABILITY TO USE OUR PROPERTIES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND THE COMPANY’S REASONABLE CONTROL. IN NO EVENT SHALL THE COMPANY’S TOTAL LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION RELATED TO OUR PROPERTIES EXCEED FIVE HUNDRED U.S. DOLLARS (US $500). THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
You agree to indemnify and hold the Company and its officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with your use of Our Properties, your lack of authority to bind the Facility to these Terms of Service (if applicable), the breach or violation of any of these Terms of Service, or your violation of the rights of any third party, including any Medical Professional. For the avoidance of doubt, this indemnification provision applies to any claims that a Professional was misclassified as an independent contractor, and any claims arising from or related to such misclassification. We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. You agree that the provisions in this Section 8 will survive any termination of your Account, the Agreement, or your access to Our Properties.
9. Dispute Resolution; Arbitration
9.1 Binding Arbitration.
You and the Company agree to resolve any dispute, controversy or claim, whether past, present, or future, between you and the Company (each, a “Dispute”) through final and binding arbitration except those Disputes specifically excluded below (“Arbitration Agreement”). YOU UNDERSTAND THAT NEITHER YOU OR THE COMPANY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL IN THE EVENT OF A DISPUTE, except as expressly excluded below. This Arbitration Agreement shall be governed by the Federal Arbitration Act and evidences a transaction involving commerce. The arbitration will be commenced and conducted before a single arbitrator under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website (www.adr.org). Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If you are unable to pay such costs, the Company will pay all arbitration fees and expenses. Each party will pay the fees for his/her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. The arbitrator will make a decision in writing. Additionally, the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement. However, the preceding sentence shall not apply to the “Waiver of Right to Participate in Class Action” described below.
9.2 Excluded Disputes.
The following Disputes are excluded from this Arbitration Agreement: (1) any injunctive or other equitable relief on an individual basis in a federal or state court with respect to the actual or threatened infringement, misappropriation or violation of a party’s intellectual property or proprietary rights;(2) individual claims in small claims court; or (3) any claim that an applicable federal statute expressly states cannot be arbitrated.
9.3 Waiver of Right to Participate in Class Action.
You agree that any arbitration or other dispute proceedings will be limited to the Dispute between the Company and you. YOU ACKNOWLEDGE AND AGREE THAT YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and the Company otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. Regardless of anything else in this Arbitration Agreement and/or the applicable AAA Rules or AAA Consumer Rules, the interpretation, applicability, enforceability or formation of the Class Action Waiver may only be determined by a court and not an arbitrator. If this specific paragraph is held unenforceable, then the entirety of Section 9 “Dispute Resolution; Arbitration” shall be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution; Arbitration” section will survive any termination of these Terms of Service.
9.4 Rules Governing Arbitration Proceeding.
A party who wishes to arbitrate a Dispute covered by this Arbitration Agreement must initiate an arbitration proceeding no later than the expiration of the statute of limitations that applicable law prescribes for the claim asserted. The arbitrator shall apply the statute of limitations that would have applied if the Dispute had been brought in a court of competent jurisdiction. The arbitrator may award any remedy to which a party is entitled under applicable law, but remedies shall be limited to those that would be available to a party in their individual capacity, and no remedies that otherwise would be available to an individual under applicable law will be forfeited. The arbitrator is without authority to apply any different substantive law. The parties have the right to conduct adequate civil discovery and present witnesses and evidence as needed to present their cases and defenses, and any dispute in this regard shall be decided by the arbitrator. The location of the arbitration proceeding shall take place in the city or county where you reside, unless each party agrees otherwise. A court of competent jurisdiction shall have the authority to enter judgment upon the arbitrator’s decision/award.
You and the Company agree that, except as provided under “Waiver of Right to Participate in Class Action,” if any portion of this section entitled “Dispute Resolution; Arbitration ” is found illegal or unenforceable, that portion will be severed and the remainder of this Section 9 will be given full force and effect.
The Company may immediately terminate your Agreement with the Company, or the offering of the Service or any portion thereof, at any time for any reason, through notice as provided below.
10.2 Choice of Law.
These Terms of Service are governed by and construed in accordance with the laws of the State of California, U.S.A., without giving effect to any conflict of law principles.
The Company may give any notice required or permitted under these Terms of Service by means of a general notice on the Site or any of the Company’s mobile applications, by electronic mail to your email address in your Account, or by written communication sent by first class mail or pre-paid post to your address in your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or posted on the Site or in the Company’s mobile applications or 12 hours after sending (if sent by email). You may give notice to the Company, with such notice deemed given when actually received by the Company, by first class mail or pre-paid post to RnVentory 3415 S. Sepulveda Blvd. 10th Floor, Los Angeles, CA 90034.
10.4 Assignment; Construction.
You may not assign this Agreement without the Company’s prior written approval. The Company may assign this Agreement without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of the Company’s equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. The Company’s failure to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in writing.
10.5 California Users & Residents.
In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.